U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1999
                                -----------------

                         Commission File Number 0-18974

                         Jordan American Holdings, Inc.
                         ------------------------------

              Florida                                   65-0142815
   ----------------------------                      -----------------
   (State or other jurisdiction                      (I.R.S. Employer
 of incorporation or organization)                 Identification Number)

         2155 Resort Drive, Suite 108
            Steamboat Springs, CO                             80487
  ----------------------------------------                 ----------
  (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  (970) 879-1189

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $.001 par value
                          -----------------------------

Check  whether the  Company  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Company was required to file such
reports),  and (2) has been subject to filing requirements for the past 90 days.
Yes [X]  No [ ]

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained, to the best of the Company's
knowledge,  in  definitive  proxy  or  information  statements  incorporated  by
reference in Part III of this Form 10-KSB or any  amendment to this Form 10-KSB.
[X]

The  Company's  revenues  for fiscal year 1999 were  $2,770,120.  The  aggregate
market value of the voting and non-voting  common equity held by  non-affiliates
of the Company is $1,546,317  based on the closing price of $0.28 as of February
24,2000, multiplied by 5,522,560 shares of common stock.

As of February  24,2000,  the Company had a total of 10,421,266 shares of common
stock outstanding.
______________
*Affiliates  for the  purpose  of this item  refer to the  officers,  directors,
and/or persons or firms owning 5% or more of the Company's common stock, both of
record and beneficially.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference:
    Portions of Proxy Statements for 2000 Annual Meeting - Part III

                                      INDEX

PART 1                                                                      PAGE
Item 1.  Business                                                             3
Item 2.  Properties                                                           8
Item 3.  Legal Proceedings                                                    8
Item 4.  Submission of Matters to a Vote of Security Holders                  9

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters             9
Item 6.  Management's Discussion and Analysis                                10
Item 7.  Financial Statements                                                13
Item 8.  Changes In and Disagreements with Accountants on Accounting
         and Financial Disclosure                                            13

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons:
         Compliance with Section 16(a) of the Exchange Act                   13
Item 10. Executive Compensation                                              13
Item 11. Security Ownership of Certain Beneficial Owners and Management      13
Item 12. Certain Relationships and Related Transactions                      13
Item 13. Exhibits and Reports on Form 8-K                                    13

<PAGE>

                                     PART I

Item 1.  Business

General
-------

     Jordan American Holdings,  Inc. ("JAHI" or "The Company"), is an investment
advisory firm that specializes in the management of equity  securities of United
States  public  companies,  the  majority  of which  are  held by  semi-affluent
individual clients and billed on an incentive fee basis. The Company operates in
one business segment, as an investment advisor,  managing investment  portfolios
for individuals,  trusts,  corporate  pension plans,  other corporate  accounts,
foundations and a mutual fund. JAHI intends to continue to grow its assets under
management  for  semi-affluent  individuals  and other  qualified  clients on an
incentive  fee basis.  JAHI plans to continue to  diversify  with respect to its
client base by  gathering  assets under  management  from  individual  stock and
mutual fund  investors  through its fixed  advisory  fee accounts and its mutual
fund product that  produces  revenue  based on a percentage  of the assets under
management.  JAHI also plans to  diversify  with  respect to its product line by
offering, if feasible,  additional mutual fund products by the end of year 2000,
including a series for variable annuity products.

     Incentive based advisory fees on assets under management for  semi-affluent
investors provide the largest portion of the Company's revenues. A semi-affluent
investor  generally  has a total net worth greater than $1 million and less than
$10 million.  The assets of these and other  clients have  recently been growing
primarily due to investment  performance  results achieved within the individual
accounts.  For the year ended December 31, 1999, no single client  provided more
than 5% of the Company's  consolidated  revenues.  Accordingly,  the loss of any
single client would not have a material  adverse  effect on the Company's  total
investment management business.

     The investment objective of the individually held portfolios is significant
capital  appreciation or growth. JAHI is compensated for its management of these
accounts through two primary  methods.  JAHI receives a fixed advisory fee based
on the value of assets under management or an incentive based advisory fee based
upon the account's annual performance results.

     The Company develops  prospective  clients through  seminars,  its web site
(www.jahi.com),  sales  representatives,   referrals  from  clients,  securities
broker-dealers and other sources.  The Company plans to expand its marketing and
distribution  activities  through additional  seminars in targeted  geographical
areas,   additional   strategic   partnership   relationships   with  securities
broker-dealers  and the internet by engaging in online  marketing with strategic
partners through web linking agreements.

     In addition to providing investment advisory services, the Company, through
its wholly-owned subsidiaries,  operates a registered broker/dealer and a mutual
fund servicing company, which are described more fully under "Operations."

Operations
----------

     JAHI conducts its investment advisory business under the name Equity Assets
Management  ("EAM").  Wallace Neal  Jordan,  Chief  Investment  Officer of JAHI,
founded Equity Assets Management, Inc., JAHI's predecessor, in 1972.

     The Company managed 286 individual accounts with assets under management of
approximately $75 million at December 31, 1999.  Approximately 30% of the assets
under  management  in these  accounts pay the fixed  percentage of assets fee of
approximately 1.9% annually. Approximately 70% of the assets under management in
these  accounts  are billed on an  incentive  fee  basis,  whereby  the  Company
normally  receives  20% of the net  realized  and  unrealized  gains,  including
dividends and interest, in the account following each year of management.

     Exceptional  management  performance  results  in the  incentive  fee based
accounts may cause  substantial  revenues for the Company while poor performance
in  the  same  accounts  may  yield  little  or no  revenues  for  the  Company.
Additionally,  because  incentive  fee based  contracts  are billed on an annual
basis for each respective client, there may be a delay in billing revenue for as
long as eleven months from the time when actual account performance results were
achieved.  Thus,  performance  in  these  accounts  may or may not  benefit  the
revenues of the Company for nearly one year after such performance  results were
achieved,  depending on the billing cycle of respective  clients and the results
of  investments  held in the  portfolio  during the interim  period prior to the
calculation of the billing.

     Management  believes  the  Company's  long-term   performance  history  for
individually  managed  accounts  provides a basis for  marketing  the  Company's
investment advisory services to a growing network of brokers,  institutions, and
affluent and  semi-affluent  individuals.  At December 31, 1999,  the  Company's
managed accounts, on average, have outperformed the S&P 500 Index on a one-year,
three-year,  five-year,  ten-year and  fifteen-year  average annual total return
basis.  These average  annual  returns have been  significantly  impacted by the
average  annual  return  for  1999  of  142.83%,  net  of  fees.  Although  past
performance is not a guarantee of future results or of  profitability  of future
recommendations,  performance history is a very relevant factor in the selection
of investment advisors.

     The  Company  also  manages  the  Impact   Total  Return   Portfolio   (the
"Portfolio"),  a mutual fund with assets under  management of  approximately  $7
million at December 31, 1999. The Company receives a management fee of 1.25% per
annum  calculated on the Portfolio's  average daily net assets.  Of this amount,
the Company pays a sub-advisor  .60% per annum of the Portfolio's  average daily
net assets for selecting the securities for the Portfolio.

     Management  believes that the newly developed  marketing  strategy for this
product and the recent performance results in calendar year 1999 (where the fund
outperformed its index) provides a basis for marketing this product to a growing
network of  broker-dealers  despite the fact that its  lifetime  average  annual
total  return  (the  fund  began  operations  in  June  1997)  underperformed  a
comparable index.

     The Company,  through a privately held affiliate,  manages the Jordan Index
Fund, L.P. (the "Fund"),  a limited  partnership with assets of approximately $3
million. In exchange for providing administrative services, the Company receives
100% of any net income  resulting  from the  incentive  and/or  management  fees
collected  by the  privately  held  affiliate.  This fund invests in stock index
futures  contracts  and  other  securities  and  receives  as its fee 20% of the
partnership's  total  profits.  Management  can not guarantee that the Fund will
continue  to  exist as a  potential  revenue  source  for the  Company  due to a
continuing  trend of limited  partner  withdrawals  from the fund and lackluster
performance results.

     The Company operates a registered broker-dealer,  IMPACT Financial Network,
Inc. ("IFNI"), which is a wholly owned subsidiary of the Company and a member of
the National Association of Securities Dealers, Inc. ("NASD") and the Securities
Investor Protection  Corporation ("SIPC").  Wallace Neal Jordan, Chief Executive
Officer of JAHI, founded IFNI in 1986.

     Approximately  90%  of  JAHI's   individually   managed  accounts  maintain
brokerage accounts with IFNI for assets placed under JAHI's management.  IFNI is
compensated  for  securities  transactions  on behalf of the  Company's  managed
accounts by receipt of commissions for orders executed through Pershing & Co., a
division of Donaldson, Lufkin, & Jenrette, a securities corporation.  Pershing &
Co., a member of SIPC,  acts as clearing  firm and  custodian  and processes all
confirmations  and monthly  statements for JAHI clients who choose to hold their
accounts  with IFNI.  Clients  may decide to custody  their  accounts at another
brokerage institution of their own choosing.

     IFNI also  serves  as the  national  distributor  for the  Portfolio.  IFNI
receives a fee from the Portfolio in exchange for marketing and distributing the
Portfolio.  The fee varies according to the class of shares  distributed.  It is
used to pay for marketing and distribution  expenses related to the mutual fund,
including sales commissions.

     Management  believes  that IFNI will continue to be a source of revenue for
the Company primarily through the commissions earned on securities transactions.

     The Company operates a mutual fund servicing company, Impact Administrative
Services, Inc. ("IASI"), which is a wholly owned subsidiary of the Company and a
registered  transfer  agent with the  Securities  and Exchange  Commission  (the
"SEC")  and  a  member  of  the  Investment  Company  Institute.  IASI  provides
administrative,  dividend  disbursement  and  transfer  agent  services  to  the
Portfolio.  The  Company  currently  receives  a fee of .35%  per  annum  of the
Portfolio's  average  daily  net  assets to pay for  costs  associated  with the
administration  of the  portfolio.  The Company  believes that IASI may become a
potential  revenue source for the Company by providing similar services to other
small mutual fund families.

     Total assets under  management  and  corporate  earnings may  substantially
increase or decrease due to stock market  conditions,  including  the onset of a
long-term  declining,  or bear market;  performance returns as influenced by the
Company's  investment advisory decisions;  expense and related  effectiveness of
marketing efforts;  and competition from other investment advisory companies and
mutual funds.  Other indirect  influences,  such as interest rate changes by the
Federal  Reserve  Board,  economic  conditions  such  as high  inflation  and/or
recession,  international events, acts of terrorism,  and other factors may also
affect assets under management and corporate earnings.

The Industry
-------------

     Revenues in the investment  advisory  business are determined  primarily by
fees based on the value of assets under management and on investment performance
results. Therefore, the principal determinants of growth in the industry are the
growth of individual assets under management and achieving  positive  investment
performance  results.  In  management's  judgement,   the  major  factors  which
influence  growth in the  industry  are:  (1)  changes  in the  market  value of
securities; (2) net cash flow into or out of existing accounts; (3) gains of new
or losses of existing accounts; and (4) the general stock market condition.

     In general,  assets under management in the investment advisory business in
the United  States as a whole have  increased  steadily to  approximately  $14.5
trillion,  according to The Directory of Registered Investment Advisors prepared
by Money Market Directories,  Inc. This steady increase can be attributed to the
fact that Americans shifted household  financial assets to securities in a trend
that started  after World War II, but the trend  increased  particularly  in the
last decade.  According to the Securities Industry Association ("SIA"), in 1980,
53% of a  household's  liquid  financial  assets  on  average  were held in bank
deposits,  while  only  32%  were  held in  equities.  Today,  there  has been a
substantial reversal: 44% are held in equities and 23% in bank deposits.

     The expansion of equity ownership can be primarily  attributed to declining
interest  rates  and the  prolonged  trend of rising  stock  prices  which  have
prompted many U.S.  households to purchase and hold securities.  The increase in
assets  under  management  has resulted in  increases  in asset  management  fee
revenue.  According to the SIA, that revenue reached  approximately $115 billion
in revenue in 1999.  Assets under management may continue to increase in general
because  of the  growth  of the U.S.  economy.  Assets  under  management  could
substantially  decrease,  however,  due to changes in stock  market  conditions,
including  the onset of a  long-term  declining  or bear  market.  However,  the
Company  believes  that a return to the  historical  pattern of cyclical  market
movements  would  provide a  competitive  advantage  for the  Company due to its
experience with investing during volatile times.

Competition
-----------

     The  Company  competes to manage  investment  portfolios  for  individuals,
trusts,  corporate  pension plans,  other corporate  accounts,  and foundations.
Management believes that the most important factors affecting competition in the
investment   advisory  business  are:  (1)  the  abilities  and  reputations  of
investment advisors;  (2) the differences in the investment  performance results
achieved by investment  advisory firms; (3) the stability of a firm's workforce,
especially  of  portfolio  managers;   (4)  an  effective  marketing  force  and
distribution system; and (5) quality of client services.

     The Company has many  competitors,  including  other  investment  advisors,
investment  companies,  broker-dealers  and  financial  planners  in addition to
investment  alternatives offered by insurance  companies,  banks, credit unions,
securities dealers and other financial institutions.  Many of these institutions
possess  large sales forces and  significant  financial  resources,  are able to
engage  in more  extensive  marketing  and  advertising  than JAHI and may offer
accounts insured by the Federal Deposit Insurance Corporation.

     JAHI's investment  strategy centers around  understanding the general trend
of the  market as  assisted  by certain  proprietary  analysis.  That  strategy,
coupled with its  long-term  track record and the  experience  of its  portfolio
managers, make it a viable alternative to traditionally-managed mutual funds and
money  managers who have less  experience and thereby  disregard  general market
conditions as part of their investment strategy.

Regulation
----------

     The Company is  registered  with and subject to regulation by the SEC under
the Investment Advisers Act of 1940 and, where applicable,  under state advisory
laws.  The Company is also subject to regulation by the SEC under the Investment
Company Act of 1940. The Company's  affiliate  broker-dealer  is registered as a
broker-dealer  with the SEC  under  the  Securities  Exchange  Act of 1934  (the
"Exchange  Act") and,  where  applicable,  under state  securities  laws, and is
regulated by the SEC,  state  securities  administrators  and the NASD.  IASI is
registered  as a transfer  agent under the  Exchange Act and is regulated by the
SEC.  The  privately  held  affiliate  that manages the Fund is regulated by the
Commodity Futures Trading Commission and the National Futures Association.

     By law,  investment  advisors and  broker-dealers  are  fiduciaries and are
required to serve their clients'  interests with undivided  loyalty.  There is a
potential  conflict of interest  because of the affiliation  between the Company
and IFNI.  While the Company  believes  that its existing  relationships  are in
compliance  with  applicable  law and  regulations,  because  of this  potential
conflict of interest, the SEC may closely examine these relationships.

     Many  aspects  of  the  financial  services  industry  involve  substantial
liability risks,  including  exposure under federal and state securities laws in
connection  with  the   distribution   of  securities  and  investment   advisor
activities.  Although  the  Company  currently  maintains  errors  and  omission
insurance   policies  insuring  against  this  risk,  such  insurance  does  not
necessarily protect the Company against loss in all events.

     There can be no assurance that any changes to existing laws, regulations or
rulings   promulgated  by  government  entities  having  jurisdiction  over  the
Company's investment advisory, broker-dealer, investment company and commodities
trading  business  will not have an  adverse  effect  upon the  business  of the
Company.

Employees
---------

     At March 23, 2000, the Company employed seven full-time personnel, three of
whom are executive officers of the Company. The Company utilizes the services of
independent  contractors  to  assist  the  employees  in  the  operation  of the
Company's business.

Item 2.  Properties

     The Company  currently  maintains  its  headquarters  at 2155 Resort Drive,
Suite 108, Steamboat Springs, Colorado. The Company also currently has satellite
offices in Boston,  Massachusetts  and  Pittsburgh,  Pennsylvania.  All  current
properties are leased for a total of approximately $1,800 per month.

Item 3.  Legal Proceedings

     In connection with a late 1997  examination of the Company,  the SEC raised
certain issues regarding  possible  violations of the federal securities laws in
connection  with the  private  placement  of  debentures  of  Boston  Restaurant
Associates,   Inc.  The  Company  and  the  SEC  are   currently  in  settlement
negotiations  regarding  this matter.  Management of the Company does not expect
the  resolution  of this  matter to have any  material  effect on the  Company's
financial condition, results of operations or business.

     Other  than the  foregoing,  the  Company  is not a party  in any  material
litigation,   and  management  has  no  knowledge  of  any  threatened  material
litigation against the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

     During the fourth  quarter of the fiscal year  covered by this  report,  no
matters were submitted to a vote of security holders through the solicitation of
proxies or otherwise.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Market for Common Stock
-----------------------

     The Company's common stock currently trades on the OTC Bulletin Board under
the symbol  "JAHI." The following are the high and low sales prices for JAHI for
the two year period ended December 31, 1999.  Such prices may represent high and
low bid  quotations or prices  between  dealers in securities and do not include
retail markup, markdown, or commissions and may not necessarily represent actual
transactions.

Common Stock Prices
Year Ended December 31, 1998               High            Low
        First Quarter                     $0.41           $0.31
        Second Quarter                    $0.38           $0.31
        Third Quarter                     $0.34           $0.19
        Fourth Quarter                    $0.19           $0.07

Year Ended December 31, 1999               High            Low
        First Quarter                     $0.23           $0.08
        Second Quarter                    $0.20           $0.11
        Third Quarter                     $0.16           $0.06
        Fourth Quarter                    $0.19           $0.05

     On February 24, 2000,  the closing price of the Company's  common stock was
$0.28. As of February 24, 2000, approximately 813,000 shares of its common stock
were held in accounts of EAM clients, which represented  approximately 8% of the
Company's  outstanding  shares of common stock as of December 31, 1999.  Wallace
Neal Jordan  owned  approximately  33% of the  Company's  outstanding  shares of
common stock at December 31, 1999.

Dividends
---------

     The Company has not paid or declared  cash  dividends  on its common  stock
since  inception and does not  anticipate  paying  dividends in the  foreseeable
future.  At December 31, 1999,  the Company's  policy was to retain all earnings
for  application  in its  business.  Payment of future cash  dividends is at the
discretion  of the Board of Directors and will depend upon  earnings,  financial
requirements of the Company and other such factors as the Board of Directors may
deem relevant.

     From February 1993 until June 30, 1998, the Company made  semi-annual  cash
dividend payments on its cumulative  convertible non-voting preferred stock at a
rate of 8% per annum.  The  Company did not make any  dividend  payments on this
stock in 1999.  Dividends in arrears on this stock were  $360,000 as of December
31, 1999.  The terms of the preferred  stock prohibit the payment by the Company
of any cash  dividends on its common stock until all dividends in arrears on the
preferred stock are paid in full.

Shareholders
------------

     At December  31,  1999,  there were  10,421,266  outstanding  shares of the
Company's common stock and 252 shareholders of record.

Item 6.  Management's Discussion and Analysis

Safe Harbor for Forward-Looking Statements
------------------------------------------

     Information  found in this  report  contains  forward-looking implications,
which may differ  materially  from actual  results due to the  success,  or lack
thereof,  of JAHI's  management  decisions,  marketing and sales  effectiveness,
investment decisions, and the management of clients' stock portfolios and pooled
investments as influenced by market  conditions,  Federal  Reserve Board policy,
economic trends, political developments,  domestic and international events, and
other factors.  There can be no guarantee that any forward-looking  implications
discussed  and/or  referenced  in this report will have any impact,  positive or
negative, upon the earnings, value and/or operations of the Company.

Results of Operations
---------------------

     Net income  for 1999 was  $1,152,749  or $0.09 per  common  share and share
equivalent  compared to a net loss of ($585,777) or ($0.08) per common share and
share equivalent for 1998. The increase in net income was primarily  affected by
a significant  increase in investment  advisory fee revenue and gains on trading
securities during 1999.

     Revenues from investment advisory fees for 1999 totaled $1,975,232 compared
to $664,710 for 1998, an increase of 197%. Gains on trading securities increased
for 1999 to $443,459, as compared to ($42,478) for 1998.

     Commission revenues decreased for 1999 to $351,429, as compared to $426,447
for 1998, a decrease of approximately  18%. This decrease was primarily due to a
decrease in the volume of  securities  transactions  for client  accounts by the
Company based on its investment  strategy,  market conditions and other factors.
The  decrease  was  also  due  in  part  to  the  Portfolio's  switch  to  other
broker-dealers from IFNI for handling of the Portfolio's securities transactions
beginning May 1, 1999.

     Selling,  general, and administrative  ("SG&A") expenses of $1,771,540 were
incurred  during  1999,  compared to SG&A  expenses of  $1,811,908  for 1998,  a
decrease of approximately 2%. The decrease in SG&A expenses stems primarily from
a  reduction  in general and  administrative  expenses  during  1999  despite an
increase in selling expenses  related to fees paid to investment  advisory sales
representatives.

     Total other income was $154,169 for 1999,  compared to a $177,452 for 1998.
The decrease in other income can be primarily  attributed to lower  interest and
dividend income as the Company shifted some of its assets from income  producing
investment instruments to growth equity securities during 1999.

Liquidity and Capital Resources
-------------------------------

     At December 31, 1999, the Company had cash and cash equivalents of $580,757
versus  $495,622 at December 31, 1998,  an increase of  approximately  17%. This
increase  is  primarily  due to the  increase  in net income for 1999.

     Marketable  securities  were valued at $607,882 at December  31,  1999,  as
compared to $163,010 at December 31, 1998,  an increase of  approximately  273%.
The  increase  in  marketable  securities  can  be  primarily  attributed  to  a
significant  increase in the market  value of one of the  Company's  holdings at
December  31,  1999 when  compared to the  previous  year end value.  Also,  the
Company  invested  $60,000 into a restricted  security on January 31, 1999 which
was valued at $185,625 on December 31, 1999 based on  management's  judgement on
various factors (see Note 1 of the accompanying Notes to Consolidated  Financial
Statements).

     Net investment advisory fees receivable were $846,907 at December 31, 1999,
as compared  to $45,985 at  December  31,  1998,  an  increase of  approximately
1,742%. This increase can be primarily attributed to significant incentive-based
billings  in the  last  two  months  of  1999  as a  result  of  the  investment
performance results within the individually managed accounts.

     Accounts  payable and accrued  expenses were $387,986 at December 31, 1999,
as compared to $179,684 at December 31, 1998.  The increase in accounts  payable
and accrued  expenses can be primarily  attributed to accrued  expenses for fees
due  investment  advisor sales  representatives.  Accruals are based upon actual
expenses incurred as well as unbilled expenses.

     Net cash  provided by (used in) operating  activities  for fiscal year 1999
was $155,353  compared to ($49,351) for the same period in 1998. This change was
due primarily to an increase to net income provided by operating activities.

     Net cash  provided by (used in)  investing  activities  for fiscal 1999 was
($70,218)  compared to $613,687 for 1998.  This change was due  primarily to the
principal  received  on the note  receivable  related  to the  Company's  former
headquarters  in  Sarasota,  Florida,  and  the  sale  of the  Company's  former
condominium during 1998.

     Net cash  provided by (used in)  financing  activities  for fiscal 1999 was
$0.00  compared to  ($120,000)  for 1998.  This change was due  primarily to the
Board of Director's  decision not to declare a Preferred  Stock dividend  during
1999.

     Management of the Company  believes  short-term cash needs will continue to
be met through  management  fees,  brokerage  revenues and/or the liquidation of
marketable securities.  At December 31, 1999, the Company had $1,188,639 in cash
and marketable securities.

Item 7.  Financial Statements

     Financial  statements  contained in this report  reflect no change from the
preceding  year in any  accounting  principles  or practices or in the method of
application of those principles or practices.

Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure

     None

                                  PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (a) of the Exchange Act.

     The response to this item will be included in a definitive  proxy statement
filed within 120 days after the end of the Company's fiscal year, which response
is incorporated herein by reference.


Item 10.  Executive Compensation

     The response to this item will be included in a definitive  proxy statement
filed within 120 days after the end of the Company's fiscal year, which response
is incorporated herein by reference.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The response to this item will be included in a definitive  proxy statement
filed within 120 days after the end of the Company's fiscal year, which response
is incorporated herein by reference.


Item 12.  Certain Relationships and Related Transactions

     The response to this item will be included in a definitive  proxy statement
filed within 120 days after the end of the Company's fiscal year, which response
is incorporated herein by reference.


Item 13.  Exhibits and Reports on Form 8-K

(a) Exhibits:  See Exhibit Index.

(b) Reports on Form 8-K: None


Exhibit Index

Exhibit                         Description                            Page
Number
 3.1    Articles of Incorporation, as amended                           (1)
 3.2    Bylaws, as amended                                              (1)
 4.1    Specimen Certificate of Common Stock                            (1)
 4.2    Specimen Warrant Certificate                                    (1)
 4.3    Form of Warrant Agreement, as amended                           (1)
 4.4    Form of IPO Underwriter's Warrant                               (1)
 4.5    Designation of 8% Cumulative Convertible Preferred Stock        (3)
10.1    Employment Agreement between the Company and
          Wallace Neal Jordan                                           (2)
10.2    Non-Competition Agreement between the Company
          and Wallace Neal Jordan                                       (2)
21      Subsidiaries of the Company:                                     -
23.1    Spicer Jeffries & Co., Consent

(1)  Incorporated  herein from certain  exhibits to the  Company's  Registration
     Statement  on Form S-1,  File No.  33-31324,  as declared  effective by the
     Securities and Exchange Commission on June 5, 1990.

(2)  Incorporated  herein from certain exhibits to the Company's  Current Report
     on Form 8-K dated August 15, 1991.

(3)  Included in Exhibit 3.1.

<PAGE>

                                 SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                             JORDAN AMERICAN HOLDINGS, INC.
                             (Registrant)

Dated March 25, 2000         By: /s/ Wallace Neal Jordan
                                 ---------------------------------
                                 Wallace Neal Jordan,
                                 Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.


Dated March 25, 2000         By: /s/ Wallace Neal Jordan
                                 ---------------------------------
                                 Wallace Neal Jordan,
                                 Director, Chairman of the Board,
                                 Chief Executive Officer
                                 Chief Investment Officer

Dated March 25, 2000         By: /s/ Charles R. Clark
                                 ---------------------------------
                                 Charles R. Clark,
                                 Director, Chief Market Analyst,
                                 Senior Assistant Portfolio Manager

Dated March 25, 2000         By: /s/ A.J. Elko
                                 ---------------------------------
                                 A.J. Elko,
                                 Director, Chief Operating Officer,
                                 Chief Financial Officer

Dated March 25, 2000         By: /s/ Terri Williams Abady
                                 ---------------------------------
                                 Terri Williams Abady,
                                 Director

Dated March 25, 2000         By: /s/ Herald Stout
                                 ---------------------------------
                                 Herald Stout
                                 Director


<PAGE>

                        JORDAN AMERICAN HOLDINGS, INC.
                               AND SUBSIDIARIES

                      CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED DECEMBER 31, 1999 AND 1998


                              TABLE OF CONTENTS
                              -----------------
                                                                     Page
                                                                     ----

Independent Auditors' Reports                                         F-2

Consolidated Balance Sheets                                           F-3

Consolidated Statements of Operations                                 F-4

Consolidated Statements of Changes in Stockholders' Equity            F-5

Consolidated Statements of Cash Flows                           F-6 - F-7

Notes to Consolidated Financial Statements                    F-8 - F- 15

                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Jordan American Holdings, Inc. and Subsidiaries

We have audited the accompanying  consolidated balance sheets of Jordan American
Holdings,  Inc.  and  Subsidiaries  as of December  31,  1999 and 1998,  and the
related consolidated statements of operations,  changes in stockholders' equity,
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Jordan  American
Holdings,  Inc.  and  Subsidiaries  as of December  31,  1999 and 1998,  and the
results of their  operations  and their cash flows for the years then ended,  in
conformity with generally accepted accounting principles.

                                                          SPICER, JEFFRIES & CO.

Denver, Colorado
March 8, 2000

                                       F-2
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

                                     ASSETS

<TABLE>
<CAPTION>
ASSETS:                                                            1999             1998
<S>                                                           <C>              <C>
  Cash and cash equivalents                                   $    580,757     $    495,622
  Marketable securities                                            607,882          163,010
  Investment advisory fees receivable, net of
    allowance for doubtful accounts of $27,870
    and $42,902, respectively                                      846,907           45,985
  Receivable from clearing broker                                    5,435          103,888
  Deposit with clearing broker                                      25,000           25,000
  Other receivables                                                 79,638           31,571
  Other assets                                                     101,288           50,115
  Property and equipment, at cost, net of accumulated
    depreciation and amortization of $133,005 and $86,163,
    respectively                                                    88,229           64,853
  Receivable from officer (Note 5)                                  26,556           15,000
  Notes receivable (Note 3)                                        500,000          500,000
                                                              ------------     ------------
       Total assets                                           $  2,861,692     $  1,495,044
                                                              ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                  1999             1998
LIABILITIES:
  Accounts payable and accrued expenses                       $    387,986     $    179,684
  Deferred investment advisory fees                                 35,300           29,703
                                                              ------------     ------------
       Total liabilities                                           423,286          209,387
                                                              ------------     ------------

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY (Notes 1 and 4):
  8% cumulative, convertible, non-voting preferred
    stock, $0.01 par value; $1.00 liquidation value,
    authorized 5,000,000 shares; issued and
    outstanding 3,000,000 shares                                    30,000           30,000
  Common stock, $0.001 par value; authorized 20,000,000
    shares; issued and outstanding 10,421,266 shares                10,421           10,421
  Additional paid-in capital                                     4,502,853        4 502,853
  Deficit                                                       (2,104,868)      (3,257,617)
                                                              ------------     ------------
       Total stockholders' equity                                2,438,406        1,285,657
                                                              ------------     ------------

                                                              $  2,861,692     $  1,495,044
                                                              ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-3
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                         Year ended December 31,
                                                          1999             1998
REVENUE:
<S>                                                   <C>              <C>
  Investment advisory fees                            $  1,975,232     $    664,710
  Commission income                                        351,429          426,447
  Gain (loss) on trading securities                        443,459          (42,478)
                                                      ------------     ------------
       Total revenue                                     2,770,120        1,048,679
                                                      ------------     ------------

  Selling, general and administrative expenses          (1,771,540)      (1,811,908)
                                                      ------------     ------------

       Operating income (loss)                             998,580         (763,229)
                                                      ------------     ------------

OTHER INCOME (EXPENSE):
  Interest and dividends                                    91,366          111,405
  Gain on sale of assets, net                                   --           50,893
  Other, net                                                62,803           15,154
                                                      ------------     ------------

       Total other income (expense), net                   154,169          177,452
                                                      ------------     ------------

       Net income (loss) before income taxes             1,152,749         (585,777)
                                                      ------------     ------------

       Income taxes (Note 6)                                    --               --
                                                      ------------     ------------

       Net income (loss)                              $  1,152,749     $   (585,777)
                                                      ============     ============

Basic and diluted earnings (loss) per common share    $        .09     $       (.08)
                                                      ============     ============

Basic and diluted weighted-average number of
  common shares outstanding                             10,421,266       10,421,266
                                                      ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                    Preferred Stock               Common Stock         Additional                      Total
                                    $0.01 Par Value             $0.001 Par Value         Paid in                    Stockholders'
                                  Shares        Amount        Shares        Amount       Capital        Deficit        Equity
                               -----------   -----------   -----------   -----------   -----------    -----------    -----------
<S>                              <C>         <C>           <C>           <C>           <C>            <C>            <C>
BALANCES, December 31, 1997      3,000,000   $    30,000    10,408,876   $    10,409   $ 4,622,853    $(2,671,840)   $ 1,991,422

Adjustment  to common stock             --            --        12,390            12            --             --             12

Net Loss                                --            --            --            --            --       (585,777)      (585,777)

Dividends on preferred stock            --            --            --            --      (120,000)            --       (120,000)
                               -----------   -----------   -----------   -----------   -----------    -----------    -----------
BALANCES, December 31, 1998      3,000,000        30,000    10,421,266        10,421     4,502,853     (3,257,617)     1,285,657

Net Income                              --            --            --            --            --      1,152,749      1,152,749
                               -----------   -----------   -----------   -----------   -----------    -----------    -----------
BALANCES, December 31, 1999      3,000,000   $    30,000    10,421,266   $    10,421   $ 4,502,853    $(2,104,868)   $ 2,438,406
                               ===========   ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-5
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH


<TABLE>
<CAPTION>
                                                                                Year ended December 31,
CASH FLOWS FROM OPERATING ACTIVITIES:                                            1999            1998

 Net income (loss)
<S>                                                                         <C>             <C>
   Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities:                       $  1,152,749    $   (585,777)
         Depreciation                                                             46,842          27,928
         Gain on sale of assets                                                       --         (50,893)
         (Increase) decrease in receivable from clearing broker                   98,453          (6,808)
         Increase in other receivables                                           (48,067)             --
         Issuance/adjustment  of common stock                                         --              12
         (Increase) decrease in investment advisory fees receivable             (800,922)         53,193
         (Increase) decrease in trading marketable securities                   (444,872)        620,490
         (Increase) decrease in other assets                                     (51,173)         15,949
         Increase in receivable from officer                                     (11,556)             --
         Increase in accounts payable and accrued expenses                       208,302             324
         Increase (decrease) in deferred investment advisory fees                  5,597        (123,769)
                                                                            ------------    ------------
                Net cash provided by (used in) operating activities              155,353         (49,351)
                                                                            ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Proceeds from sale of assets                                                        --         192,012
  Capital expenditures, net                                                      (70,218)        (13,325)
  Principal received on notes receivable                                              --         435,000
                                                                            ------------    ------------
                Net cash provided by (used  in) investing activities             (70,218)        613,687
                                                                            ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends on preferred stock                                                        --        (120,000)
                                                                            ------------    ------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-6
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH
                                   (Concluded)


                                                         Year ended December 31,
                                                            1999        1998

NET INCREASE  IN CASH AND CASH EQUIVALENTS                  85,135     444,336

CASH AND CASH EQUIVALENTS, beginning of year               495,622      51,286
                                                          --------    --------

CASH AND CASH EQUIVALENTS, end of year                    $580,757    $495,622
                                                          ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:

  Interest paid                                           $  5,766    $  9,070
                                                          ========    ========

          See accompanying notes to consolidated financial statements.

                                       F-7
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

Jordan American Holdings, Inc. (JAHI/the Company) was incorporated in Florida in
May 1989.  The  Company  also  does  business  under  the name of Equity  Assets
Management  (EAM).  The  Company  provides  investment  advisory  and  portfolio
management services to individual investors, pooled accounts and its mutual fund
with  its  customers  located  substantially  in  the  United  States.  JAHI  is
registered as an investment advisor under the Investment Advisor Act of 1940.

The  Company  owns 100% of the issued  and  outstanding  common  stock of IMPACT
Financial Network, Inc. (IFNI) and IMPACT Administrative  Services, Inc. (IASI).
IASI  provides  operational  and  administrative  support  to Impact  Management
Investment  Trust (see Note 2).  JAHI's  customer  investment  transactions  are
primarily brokered through IFNI, a registered broker-dealer in securities acting
as a non-clearing introducing broker.

The accompanying  consolidated financial statements include the accounts of JAHI
and its  subsidiaries;  all  significant  intercompany  transactions  have  been
eliminated during consolidation.

Significant Accounting Policies
-------------------------------

Investment  advisory fees  received in advance are deferred and  amortized  into
income over the period in which services are performed.  Investment advisor fees
based on a percentage of the annual increase in the market value of a customer's
portfolio  (including  interest and  dividends)  are recognized at the month end
following the contract  anniversary  date.  Fees due sales  representatives  are
recognized when such fees are earned.

Certain  investment  advisory  customer  accounts  contain  common  stock of the
Company.  The  Company,  at its  discretion,  has  elected  not to bill  certain
customers  whose accounts:  (i) contain  Company common stock,  (ii) have market
values that are in a state of decline and/or (iii) have appreciation rates below
which the Company believes billing is appropriate.

Commission  income is  recognized  on a  settlement  date basis,  which does not
differ materially from the trade date basis of accounting.

All highly liquid  instruments with original  maturities of three months or less
are considered cash equivalents.

Marketable  securities consist principally of corporate stocks. These securities
are carried at market value, as determined by nationally  recognized  securities
exchanges.  Restricted  securities  are  valued  based on the  judgement  of the
Company's  management  reflecting  various  factors as to the  amount  which the
Company  might  reasonably  expect  to  receive  upon  disposition  to a willing
purchaser. Consideration is given to factors such as earnings history, financial
condition,  recent sales prices of the issuer's securities and the proportion of
securities owned. The cost of marketable securities was $272,703 and $255,448 at
December 31, 1999 and 1998 respectively.

                                       F-8
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (continued)

The Company has entered into an agreement with a clearing  broker which requires
a minimum  restricted cash balance of $25,000.  Due to the restricted  nature of
the  cash  deposit,  it is not  considered  a "cash  equivalent"  for  financial
reporting purposes.

Furniture and equipment are carried at cost.  Depreciation is computed using the
straight-line  method over the estimated  useful lives of the related  assets of
five to seven years.

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Under the asset and
liability  method of  Statement  109,  deferred tax assets and  liabilities  are
recognized for the estimated future tax consequences attributable to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax bases.  Deferred tax assets and liabilities
are  measured  using  enacted  tax rates in effect  for the year in which  those
temporary differences are expected to be recovered or settled.

Earnings per share requires presentation of both basic earnings per common share
and diluted earnings per common share. Common stock equivalents are not included
in the  weighted  average  calculation  in 1998  since  their  effect  would  be
anti-dilutive.  Net income  (loss) per common share has been adjusted to reflect
preferred  stock  dividends paid or in arrears of $240,000 for each of the years
ending December 31, 1999 and 1998 (see Note 4).

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amount  of  assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities  at the date of the  consolidated  financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  Actual results could differ from those  estimates,  and such
differences may be material to the consolidated financial statements.

Certain  1998  amounts  have been  reclassified  to  conform  the  current  year
classification.

NOTE 2 - IMPACT MANAGEMENT INVESTMENT TRUST

The Company  formed Impact  Management  Investment  Trust (the trust),  which is
registered under the Investment  Company Act of 1940 as a diversified,  open-end
management  investment  company  (mutual  fund).  Impact Total Return  Portfolio
(formerly  Impact  Management  Growth  Portfolio) (the Portfolio) is the initial
Series of the trust. JAHI is the investment advisor of the Trust and IFNI is the
primary  distributor  of the trust.  IFNI  executed  the majority of the trust's
transactions through April 30, 1999.

                                      F-9
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - IMPACT MANAGEMENT INVESTMENT TRUST (continued)

At December 31, 1999 and 1998,  the market value of the Company's  investment in
the  Portfolio  was  $-0-  and  $54,761,  respectively,  which  is  included  in
marketable  securities  in the  accompanying  consolidated  balance  sheets.  As
investment  advisor of the Portfolio,  the Company receives an annual investment
advisory fee equal to 1.25% of the Portfolio's average daily net assets. Of this
amount, 60 basis points is paid to the sub advisor of the trust.

NOTE 3 - NOTES RECEIVABLE

In connection  with the sale of the Company's  former  corporate  headquarters a
three year  promissory  note was  received  from the  purchaser in the amount of
$446,175.  The entire principal balance of the note was due on January 12, 1999.
The note  bore  interest  at a rate of 8% per  annum  and the  Company  received
monthly interest  payments on the outstanding  principal  balance.  The note was
secured by the related land and building.  During 1998,  the balance of the note
was repaid by the borrower.

The Company owns a $500,000  variable rate  convertible  subordinated  debenture
from Boston  Restaurant  Associates,  Inc. (BRAI).  The principal balance of the
debenture  is due  and  payable  on  December  31,  2011.  The  debenture  has a
conversion  price of $1.25 per share  and  bears  interest  at a rate of 10% for
1998, 12% for 1999 and 14% thereafter.

In connection with the purchase of the debenture,  the Company also acquired, at
no cost,  warrants to subscribe  for the purchase  from BRAI up to 500,000 fully
paid and  nonassessable  shares of BRAI's  common  stock.  The  purchase  rights
represented by the warrants are exercisable by the Company, in whole or in part,
at any time through December 31, 2006, at an exercise price of $3.00 per share.

The carrying value of the above notes  receivable  approximates  the fair market
value as  estimated by  management,  after  considering  such factors as current
interest rates,  liquidity,  conversion  terms and the credit  worthiness of the
borrowers. The Company's management has estimated the value of the BRAI warrants
to be  $-0-  at  December  31,  1999  and  1998.  This  determination  was  made
considering  primarily the current value of the underlying  common stock and the
current illiquidity of the warrants.

NOTE 4 - STOCKHOLDERS' EQUITY

At December  31,  1999 and 1998,  the  Company  had stock  warrants  outstanding
entitling  the warrant  holder to acquire  1,113,000  shares of common  stock at
$2.50  per  share  expiring  June 5,  2000.  The  Company  also has  outstanding
Underwriter  Warrants  related to the  initial  public  offering  entitling  the
Company's  president  to purchase  44,545 units (five shares of common stock and
five stock  warrants;  two warrants  entitle the holder to purchase one share of
common  stock for $3.00 per share) of the  Company at a price of $12.90 per unit
expiring at dates ranging from September 27, 2000 to January 8, 2001.

JAHI has authorized  5,000,000  shares of $0.01 par value preferred  stock.  The
Board of Directors is authorized to issue preferred stock in one or more series,
to determine the rights  thereto,  and to fix the number of shares on any series
of preferred stock and the designation of any such series.

                                      F-10
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 4 - STOCKHOLDERS' EQUITY (continued)

The Company issued  3,000,000 shares of 8% cumulative,  convertible,  non-voting
preferred  stock  to a  customer  of EAM in a  private  placement  offering.  In
connection  with this offering,  750,000 shares of common stock was given to the
Company to  distribute to the preferred  shareholders  by three  officers of the
Company for no additional consideration.

The preferred  stock is convertible at the rate of one share of common stock for
each $3.50 in face amount ($1.00) of the preferred  stock  converted.  If at any
time the  closing  bid  price of the  common  stock  for the  period  of  thirty
consecutive  trading  days exceeds  $5.25 per share,  then,  in such event,  the
Company may, upon 30 days written  notice,  automatically  convert the preferred
stock  to  common  stock  at the rate of  $3.50  in face  amount  of the  shares
converted.  The preferred stock has a liquidation  preference of $1.00 per share
plus accrued and unpaid  dividends.  Dividends in arrears on preferred  stock at
December 31, 1999 amounted to $360,000.

In connection with the preferred stock offering,  the Company obtained "key man"
life  insurance on the Company's  president,  in the amount of  $3,750,000.  The
holder of Preferred Stock is the direct  beneficiary and will be redeemed at the
rate of $1.25 per share, in exchange for such shares.  In addition,  the Company
maintains life insurance on certain officers  aggregating  $1,000,000,  with the
Company as the primary beneficiary.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company has a loan to an officer bearing  interest at a rate of 6% per annum
in  the  amount  of  $26,556  and  $15,000  at  December   31,  1999  and  1998,
respectively.

In 1994, the Company's  president  established  the Jordan Index Fund, L.P. (the
"Fund").  The Fund  engages in the  speculative  trading of stock index  futures
contracts,  and may occasionally  trade in equity  securities and stock options.
The Fund is  administered  by its general  partner,  Jordan Assets,  Ltd. Jordan
Assets,  Ltd. is not a subsidiary  of JAHI,  although  JAHI is  registered  as a
principal of Jordan Assets,  Ltd. with the Commodity Futures Trading Commission.
All  trading  decisions  for the Fund are made by Jordan  Assets,  Ltd.  Certain
administrative functions are provided to the Fund by JAHI in return for the fees
earned by Jordan Assets, Ltd. No such fees were earned during 1999 and 1998.

NOTE 6 - INCOME TAXES

For the year  ended  December  31,  1999,  the  Company  utilized  approximately
$730,000  of its net  operating  loss  carryfoward  to  offset  taxes  currently
payable.  The tax effect of temporary  differences that give rise to significant
portions of deferred  tax assets and  deferred  tax  liabilities  are  primarily
attributable to net operating loss  carryforwards  for U.S. income tax purposes.
The  difference  between net income for  financial  statement  purposes  and net
income  for  income  tax  purposes  is  primarily  due to  unrealized  gains  of
approximately  $420,000  recognized for financial reporting purposes and not for
income tax reporting purposes.

                                      F-11
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 6 - INCOME TAXES (continued)

As of December 31, 1999 and 1998, the Company had  approximately  $3,060,000 and
$3,790,000,  respectively  in pretax  U.S.  net  operating  loss  carryforwards,
expiring   through  the  year  2018.  A  portion  of  such  net  operating  loss
carryforwards were incurred prior to the August 15, 1991 reverse  acquisition of
JAHI and its subsidiaries,  and as such,  management of the Company  anticipates
restrictions on the use of these  carryforwards due to provisions of Section 382
of the U.S. Internal Revenue Code.

The deferred tax assets that result from such  operating loss  carryforwards  of
approximately   $1,040,000  and  $1,290,000  at  December  31,  1999  and  1998,
respectively,   have  been  fully  reserved  in  the  accompanying  consolidated
financial  statements.  During the years ended  December 31, 1999 and 1998,  the
valuation  allowance  established  against the net operating loss  carryforwards
decreased and increased by $250,000 and $277,000, respectively.

As of December  31, 1999 and 1998,  the Company  also had U.S.  net capital loss
carryforwards of approximately $277,000 and $282,000, respectively, which expire
on December 31, 2002.  The deferred tax asset of  approximately  $94,000 in 1999
and $96,000 in 1998, that results from the capital loss  carryforward,  has been
fully reserved in the accompanying consolidated financial statements.

NOTE 7 - STOCK OPTIONS

In 1991,  the Company  adopted a stock option plan (the  "Plan").  The aggregate
number of shares of common  stock which may be granted by the  Company  will not
exceed a maximum of 1,000,000 shares during the period of the Plan. During 1998,
the Company's  shareholders  voted to increase the shares available for grant to
2,000,000 shares.

The  option  price  per  share  shall be at  least  the fair  market  value  (as
determined by the Finance/Compensation  Committee or, in lieu thereof, the Board
of Directors) of the common stock on the date the stock option is granted. If at
any time a stock option is granted,  an employee owns more than 10% of the total
combined  voting  power of all  classes  of stock of the  Company  or any of its
subsidiaries,  then the terms of the stock option shall  specify that the option
price  shall be at least 110% of the fair market  value of the stock  subject to
the option,  and shall be exercisable  for up to 5 years from the date of grant.
In addition,  the Plan provides for the mandatory  grant of options to directors
on a yearly basis commencing March 1, 1993.

If for any reason a change in control of the Company  occurs,  or under the sole
discretion of the Finance/Compensation  Committee or, in lieu thereof, the Board
of Directors,  all shares subject to the stock option shall  immediately  become
earned and  exercisable.  The Board of Directors may discontinue the Plan at any
time,  and  may  amend  it  from  time  to  time.   Certain  amendments  require
stockholders' approval.

                                      F-12
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 7 - STOCK OPTIONS (continued)

The Company has also issued certain stock options outside of the Plan.

Information with respect to all options is as follows:

<TABLE>
<CAPTION>
                                     Long-term                                        Weighted-Average
                                     Incentive       Other                         Exercise       Exercise
                                       Plan         Options        Total         Price Range        Price
                                    ----------     ----------    ----------     --------------    ----------
<S>                                 <C>            <C>           <C>            <C>               <C>
Balances at December 31, 1997          898,359        242,200     1,140,559     $ 0.57 - 2.00     $     1.07

     Granted                            82,500             --        82,500     $ 0.14 - 0.38     $      .31
     Forfeited and reissued            (25,000)        25,000            --     $           --    $       --
                                    ----------     ----------    ----------     --------------    ----------
Balances at December 31, 1998          955,859        267,200     1,223,059     $ 0.14 - 2.00     $     1.02

     Granted                         1,041,482         20,000     1,061,482     $ 0.13 - 1.00     $     0.21
     Forfeited                        (411,859)            --      (411,859)                --            --
                                    ----------     ----------    ----------     --------------    ----------

Balances at December 31, 1999        1,585,482        287,200     1,872,682     $ 0.13 - 2.00     $     0.56
                                    ==========     ==========    ==========     ==============    ==========
Number of options exercisable at
     December 31, 1998                 475,024        249,200       724,224     $ 0.14 - 2.00     $     1.04
                                    ==========     ==========    ==========     ==============    ==========
Number of options exercisable at
     December 31, 1999               1,272,082        255,700     1,527,782     $ 0.13 - 2.00     $     0.55
                                    ==========     ==========    ==========     ==============    ==========
</TABLE>

At December 31, 1999 and 1998 respectively,  414,518 and 1,044,141 share options
were available for future grant under the Plan.

The  following  table  summarizes  additional  information  regarding  all stock
options outstanding at December 31, 1999.

<TABLE>
<CAPTION>
                                                           Options Outstanding

                             Number       Weighted-Average   Weighted-Average          Number          Weighted-Average
                         Outstanding at       Remaining          Exercise           Exercisable at         Exercise
Exercise Prices        December 31, 1999  Contractual Life         Price          December 31, 1999          Price
---------------        -----------------  ----------------         -----          -----------------          -----
<S>                        <C>                <C>                <C>                  <C>                  <C>
$0.13 - 0.38               1,043,982          6.4 years          $    .15               866,982            $    .15
$0.57 - 1.00                 470,200          5.9 years               .89               362,300                 .87
$1.02 - 1.50                 283,000          6.2 years              1.17               223,000                1.19
$1.56 - 2.00                  75,500          4.0 years              1.87                75,500                1.87
                           ---------                                                  ---------
                           1,872,682                                                  1,527,782
</TABLE>

The  Financial   Accounting   Standards  Board  issued  statement  of  Financial
Accounting   Standards  No.  123  ("SFAS  123"),   "Accounting  for  Stock-based
Compensation"  which recommends,  but does not require,  measuring  compensation
cost for stock options based on the fair value of the options at the grant date.
The Company has elected not to adopt SFAS 123 but continues to apply  Accounting
Principles  Board Opinion No. 25 and related  Interpretations  in accounting for
the Plan and other stock option activity.

                                      F-13
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

NOTE 7 - STOCK OPTIONS (continued)

Had the  Company  measured  compensation  cost  based on the  fair  value of the
options  at the  grant  date  for  1999 and  1998  consistent  with  the  method
prescribed  by SFAS 123, the Company's net income (loss) and earnings per common
share would have been reduced to the pro forma amounts indicated below:

                                                           1999          1998
Net income (loss)                    As reported      $ 1,152,749    $ (585,777)
                                     Pro forma        $ 1,060,032    $ (602,205)
Basic and diluted earnings (loss)    As reported      $       .09    $     (.08)
    per common share                 Pro forma        $       .08    $     (.08)

The fair value of each option grant was estimated at the date of the grant using
the Black-Scholes  option pricing model with the following  assumptions for 1999
and 1998: risk-free interest rate of 5.3% and 4.5%; no dividend yield;  expected
life of 5 years; and volatility of 84% for 1999 and 75% for 1998.

During the initial phase-in period of applying SFAS 123 for pro forma disclosure
purposes,  the results may not be  representative of the effects on reported net
income for future years because  options vest over several years and  additional
grants generally are made each year.

NOTE 8 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISK, UNCERTAINTIES
         AND CONTINGENCIES

In the normal course of business,  the Company's client  activities  through its
clearing  broker  involve the  execution,  settlement,  and financing of various
client  securities  transactions.  These  activities  may expose the  Company to
off-balance   sheet  risk.  In  the  event  the  client  fails  to  satisfy  its
obligations,  the  Company  may  be  required  to  purchase  or  sell  financial
instruments  at  prevailing  market  prices  in order to  fulfill  the  client's
obligations.

In the Company's investment activities, the Company purchases securities for its
own account and may incur losses if the market value of the  securities  decline
subsequent to December 31, 1999.

The  Company's  revenues are  primarily  derived from a percentage of the assets
under management and performance fees based on the appreciation of those assets.
Assets  under  management  are  impacted by both the extent to which the Company
attracts new, or loses existing  clients and the appreciation or depreciation of
the U.S.  and  international  equity and fixed  income  markets.  A downturn  in
general economic  condition could cause investors to cease using the services of
the Company.

                                      F-14
<PAGE>

                         JORDAN AMERICAN HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (concluded)

NOTE 8 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISK, UNCERTAINTIES
         AND CONTINGENCIES (continued)

The Company's  financial  instruments,  including cash receivables and deposits,
are carried at amounts which  approximate fair value.  The Company's  marketable
securities are carried at the December 31, 1999 market value. Payables and other
liabilities are carried at amounts which approximate fair value.

The Company has a  substantial  portion of its assets on deposit  with banks and
brokers.  Assets deposited with banks and brokers are subject to credit risk. In
the event of a bank's or  broker's  insolvency,  recovery  of Company  assets on
deposit may be limited to account  insurance or other  protection  afforded such
deposits.

In  connection  with a late 1997  examination  of the  Company,  the SEC  raised
certain issues regarding  possible  violations of the federal securities laws in
connection  with the  private  placement  of  debentures  of  Boston  Restaurant
Associates,   Inc.  The  Company  and  the  SEC  are   currently  in  settlement
negotiations  regarding  this matter.  Management of the Company does not expect
the  resolution  of this  matter to have any  material  effect on the  Company's
financial condition, results of operations or business.

Other than the foregoing, the Company is not a party in any material litigation,
and management has no knowledge of any threatened  material  litigation  against
the Company.

                                      F-15